In re Eoseman, 21 N.Y.2d 143 (1967)
An agreement to agree in the future is unenforceable, but if that portion of the agreement is excised, the remaining valid terms of the contract remain in effect if they can be reasonably construed.
Summary
This case concerns the interpretation of a contract modification regarding payments to a widow. The original agreement stipulated weekly payments. A subsequent modification temporarily reduced the weekly rate with a clause stating the parties would discuss raising the rate later. The court held that the ‘agreement to agree’ on future rates was unenforceable due to indefiniteness. However, the temporary modification was valid and enforceable. The court reasoned that the temporary modification clause, when read in conjunction with the clause maintaining the original contract’s force, indicated an intent to revert to the original payment terms after the modification period ended.
Facts
Plaintiff’s husband, prior to his death in 1959, had an agreement with defendant Eoseman that the surviving partner in their accounting firm would employ the widow of the deceased partner for $100 per week until $52,000 (or $40,000 in case of remarriage) was paid.
In 1962, plaintiff and defendant Eoseman modified the agreement, reducing the weekly payments to $70 from September 17, 1962, to March 17, 1964. The modification stated that after March 17, 1964, the future weekly payments would be discussed for revision upwards. The modification also stipulated that except as expressly modified, all other terms of the 1959 agreement remained in effect.
Procedural History
The Supreme Court awarded the plaintiff arrearages at the rate of $70 per week. The plaintiff appealed.
Issue(s)
Whether the 1962 modification agreement constituted a temporary modification of the original 1959 agreement, or a complete rescission and replacement of the payment terms, considering the clause regarding future rate discussions.
Holding
No, the 1962 modification was a temporary modification because the clause regarding future rate discussions, while unenforceable, did not invalidate the clearly defined period of reduced payments, and the original agreement remained in effect except as expressly modified.
Court’s Reasoning
The court found that the portion of the 1962 modification agreement that stated the parties would discuss future weekly salary for upward revision was an unenforceable agreement to agree because it was indefinite and uncertain, citing Bogy v. Berlage, 265 App. Div. 249, 251. The court applied the principle that a void portion of an agreement can be excised without affecting the validity of the remainder, referencing 1 Williston, Contracts [3d ed.], § 48.
The court reasoned that the change in weekly rate, specified to commence on September 17, 1962, and continue to March 17, 1964, indicated a temporary modification rather than a rescission of the original agreement. The modification explicitly stated that “except as herein expressly modified, all other terms, covenants and conditions of the said agreement dated July 9, 1959, shall remain in full force and effect.”
The court concluded that the salary should revert to $100 on March 17, 1964, and plaintiff was entitled to arrearages at that rate. This was a matter of construing the intent of the parties from the contract language. The Court held that the plaintiff was due $9,400 plus interest instead of the $6,500 originally awarded. The court’s holding suggests a preference for interpreting contracts to give effect to all their provisions where reasonably possible, avoiding findings of complete rescission when a partial modification is a more plausible interpretation.